


Hide Away, Hide Away

by A_chaotic_person



Category: Spider-Man - All Media Types, The Amazing Spider-Man (Movies - Webb), Ultimate Spider-Man (Cartoon 2012)
Genre: ADVENTURE!, Alternate Universe - Fantasy, Body Horror, Drider Peter Parker, Fluff and Angst, Gen, May Parker Takes No Shit, Non-Consensual Body Modification, Peter Hates It, Peter Parker Acts Like a Spider, Self-Indulgent, Some of these tags make it seem kind of dark I guess but it's not really, Transformation, characters to be added as they appear, finally I get to use my favorite tag, stan May Parker hours, story is plotted out but not fully written
Language: English
Status: In-Progress
Published: 2020-12-30
Updated: 2021-03-01
Packaged: 2021-03-10 19:20:23
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 3
Words: 13,263
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/28432320
Author URL: https://archiveofourown.org/users/A_chaotic_person/pseuds/A_chaotic_person
Summary: The floorboards made an alarming creaking sound under his fingers, and he collapsed. Peter breathed in, and out. And in. And in. And in. Oh, he was panicking. That wasn’t good. Stop freaking out, Peter. Stop it. Breathe in in in in in, stutter going out, but the air still got out. That’s it. Man, it was a good thing only one set of lungs could freak out like this, otherwise—What the fuck kind of thought was that?He snapped around, twisting to look at where his legs should be. Instead, he was met with the abdomen of a spider.
Relationships: May Parker (Spider-Man) & Peter Parker
Comments: 16
Kudos: 80





	1. Can't come out today

**Author's Note:**

> If anyone was hoping I'd go back to writing more canon-compliant stuff-- sorry. It's just different fantasy universes from here on out. Also, this Spidey is based more on Andrew Garfield's version, though I don't care who you imagine.

To clarify: it was not, in any quantifiable way, Peter’s fault. Sure, maybe it would’ve been fine if he hadn’t been late coming home. But he wouldn’t have been late if the medic hadn’t needed to check him over, and he wouldn’t have needed to be checked over if those spiders hadn’t bit him.

Really, it all started with that damn puddle.

It had rained a few days ago, but the heavy clouds that stuck around had prevented all the puddles from evaporating. Consequently, the dark clouds also made it harder for Peter, who already had trouble with his vision, to see where he was going. He, rather predictably with his luck, stepped into one of the shallower puddles and immediately tripped face-first into a massive puddle in surprise.

He showed up to his apprenticeship wringing his shirt out to the sound of Betty’s quiet snickers.

“Rough morning, Peter?” she asked, mock sympathy written over her features.

He grumbled and waved a hand good-naturedly, squelching up the stairs.

Luckily, today he was just meant to observe the senior artist carefully taking a local wealthy family’s portrait, to be paired with a story about a charity they’d recently donated to. Apprenticing at a newspaper had great benefits when the head editor and owner, Jameson, wasn’t there hollering at Peter to “get out there and find dirt on people!” Peter’s apprenticeship was under the artist, okay, using his normally twitchy hands to capture an image with the _camera obscura_ , not running around at Jameson’s whims to interrogate every ‘suspicious’ average joe on the streets.

Just after midday—not that anyone could really tell, with the clouds barely having moved an inch—Jameson blustered back into the office, hollering about the new moon approaching, and how surely the dark entities that surrounded them would take advantage of the evil energy. Peter, glad to be on his lunch break and avoid the man, shared an eye roll with Betty on his way out.

Jameson was old and prejudiced. They were in an age of new, uneasy peace with the other species and most of the kids growing up weren’t being taught the same lies their parents and grandparents were. No species was inherently worse than another. Hell, New York, being one of the largest cities, human or otherwise, for miles and miles and _miles_ , was slowly working on integrating more species into the population. Elves had moved into the house two down from where Peter lived with his Aunt, the harbor was opening trade to the seafolk, and there was talk of adapting some of the schools to accommodate centaurs and other creatures with less human bodies.

Yeah, some species were creepy, like the vampires, and others, like the half-spider driders, were straight up scary, but Aunt May was _very serious, Peter_ , that he wasn’t to be rude to non-humans. Before he passed, Uncle Ben had been of the opinion that opening the city to the other species was a wonderful learning opportunity, though he’d been wary all the same.

“Evil new moon energy,” Peter snorted, stuffing a sandwich in his mouth. “Right.”

On the bench beside him, a bushy-haired dwarf squinted. “New moon’s terrible on the eyes,” she grumbled.

Peter laughed, savoring his last bite and tapping his glasses. “Don’t need to tell _me_ that.”

The rest of the day was spent in a haze, Jameson and the senior artist playing tug-of-war with Peter as the rope. A brief reprieve came in the form of Betty sneaking upstairs from the front desk and manhandling him into the basement.

“Quiet,” she hissed when he stumbled over the stairs, nails digging into his arms. “This is a break for me as much as you and if you blow it,” her eyes glinted in the second before she blew the lamp out. “I’m going to _lose it_ on you.”

Peter sagged against the worn stone wall of what had probably once been a cellar. The only light seeped in from the cracks around the door at the top of the stairs, and while logically it made sense to huddle in the dark, so that nobody upstairs noticed the light and came to investigate, Peter still wished Betty would relight the lamp.

Betty happily gossiped to him for the half hour they managed to hide in the dark, faring far better in the uncomfortable basement then he was. Peter slowly slouched over more and more, ignoring his aunt’s voice in his head that scolded his bad posture.

He tried to adjust himself quietly, arching his back and moving a hand to prop himself up against the floor. Unfortunately, his hand landed in a spider’s nest. He screeched quietly.

Betty clapped her hands over his mouth. Actually, she slapped his cheeks a couple of times and maybe socked him in the nose before she found his mouth, but she got there eventually. “Peter!” she scolded. “What did I-”

Childishly, he licked her hands.

“Augh!” She smacked him on purpose this time, after vigorously scrubbing her hands over her shirt in an attempt to clean them. “Gross!”

“Shhhfder!”

“What?”

His arm was covered in spiders now, all the little ones from the nest angrily swarming him. Most of them stayed below his elbow, angrily biting and pinching his skin with their fangs, but a fair amount traversed higher, crawling under his nearly dry shirt sleeve to crawl up his neck. He shook his head frantically, but they clung stubbornly. He felt two crawl across his cheeks, and that’s when he lost it. “Spiders! Betty there’s- ow! There’s- ack-” he choked on the spider that had decided his open mouth was an excellent place to go.

A match was struck, and he could see Betty’s face through his panic and hacking coughs. She must not have seen anything good, and she immediately grabbed his arm (no—the other one, the one that wasn’t currently spider-central) and pulled him back up the stairs, screaming for a medic.

So yeah, that’s how he ended up going home late, after being confined to a bed for nearly two hours and doused in oils and healing salves, his entire left side covered in welts and tiny bites.

Once he was finally free of that, he still had to explain his presence in the basement to Jameson and _then_ he had a few errands to run for Aunt May—eggs to pick up, a letter to deliver, that sort of thing. It was dark when he finally started trudging home, the sky clear at last to reveal the moonless sky. Of course, Peter didn’t have a lantern or anything other than the streetlamps to guide him, so he walked straight into that same damn puddle from the morning, soaking his pant legs _again_. Great.

Aunt May mothered him the second he walked through the door, fretting over the late hour and his bandaged arm and the groceries. He smiled weakly through it all, muttering excuses and running upstairs to heat up water to bathe. He settled into the bath with a sigh, soaking the stress of the day off until the water cooled.

The one good thing about the day was that it was over, and even _his_ luck couldn’t cause the next day to be worse.

* * *

Nearly everyone knew there were specific ways certain creatures could be forcibly made from already existing animals. Some were common knowledge, like that a basilisk could be created from a chicken’s egg hatched under a toad or that a werewolf bite transferred lycanthropy. The more sentient species tended to keep their methods of creation (other than natural birth) to themselves for the most part, content with their population size and not wanting people going around making cockatrices or mermaids just for the hell of it.

Then there were the driders, and even they themselves didn’t know what formula might change one thing into one of them. They believed in leaving additions to their species up to fate, or something like that. Peter didn’t know, driders were dark creatures that kept to themselves, and most knowledge about them wasn’t public.

Peter payed for the driders’ seclusion nearly as soon as he fell into bed.

* * *

He woke with a crack and a sharp pain around his waist. He panted as he pulled himself into a sitting position, sucking in air and tears prickling in his eyes. It was dark out still, not even a hint of sun on the horizon. Peter hated waking up early. He didn’t sleep enough as it was, he hardly needed _back pain_ of all things to startle him from sleep.

This was really just what he needed, of course. Rough day like yesterday and an arm bandaged to hell over spider bites? Yep, this horrible waking was just the universe’s way of giving him the day off. He rolled out of bed shakily, intent on trekking downstairs to write a sick note for Aunt May to see in the morning, but instead he ended up paralyzed on the floor, legs seizing up.

He gritted his teeth. Aunt May didn’t raise no quitter, so he dragged himself to the door one painful finger at a time. One second later, he decided that, through no fault of her own, perhaps Aunt May _did_ raise a quitter. His hands refused to work with him any longer, so he lay spread out over the floor, helpless and twitching.

A bone cracked in his leg. What a way to start the day. Or die, possibly. Hard to tell at this point, he mused as his toes cramped. Something pierced his lower stomach, as though his pelvic bones were breaking through his skin. He bit his lip to hold in a yell of frustration and ended up coughing over the saturated smell of blood. Should he be impressed that his teeth were apparently sharp enough to shred his lip so easily? With another _crack_ from his legs, he settled on being scared. Very, very scared.

He jerked his arms, struggling to muffle any involuntary sounds he made. There was _no way_ he was waking Aunt May while he was dying. No way did she deserve to see that. Or hear that.

His breaths stuttered. Something crackled under his skin and he scratched desperately at his waist, peeling off as much skin as he could. He managed to roll himself onto his back, hoping it would ease the heaving of his chest, but his breaths became more labored, and he twitched so hard he ended up flipped back on his stomach.

His legs cracked again, the bones cheerfully breaking free of joints. At this point, Peter wouldn’t be surprised if had extra legs, what with how many snaps he was hearing. He blacked out right when his lower back began to swell and a voracious hunger consumed him. He slipped into what was sure to be his death peacefully, hoping that Aunt May wouldn’t find his body as mangled as it felt.

* * *

It was surprising to wake up. Early morning golden sun streamed in through the window, falling across his bed and missing his face where he lay on the floor. He shifted. Something was different, but, as he yawned, he couldn’t find it in himself to care just yet. He cracked his neck, marveling at how loose his shoulders felt. He started to pull himself up, and _that’s_ when the problem became apparent.

He paused. Breathed. Tried to move again, only for that overwhelming _difference_ to consume him again. He took stock of himself then, cataloguing the differences he felt as scientifically as he could under the circumstances.

He was still spread on his stomach, arms splayed awkwardly in front of him. They looked pretty normal, and they felt pretty much the same, so he moved on. His joints felt loose though, shoulders and elbows and— _knees_? He shuddered—clicking in and out of place with ease. It actually felt like that’s how things were supposed to be, and Peter’s body was only just now getting the memo. He propped himself up on his hands, noting a strange stiffness in his hips that faded around his waist. He wiggled his legs, and stopped.

Wiggled them again.

Again.

Ag-

The floorboards made an alarming creaking sound under his fingers, and he collapsed. Peter breathed in, and out. And in. And in. And in. Oh, he was panicking. That wasn’t good. Stop freaking out, Peter. _Stop it_. Breathe in in in in in, stutter going out, but the air still got out. That’s it. Man, it was a good thing only one set of lungs could freak out like this, otherwise—

What the _fuck_ kind of thought was that?

He snapped around, twisting to look at where his legs should be. Instead, he was met with the abdomen of a spider.

Oh.

Very fun.

All right, well, time to get up and go about the day.

In a daze, Peter pushed himself into what should have been a sitting position. Really, he only got as far as holding himself up on his elbows. One of his legs tapped at the ground and he _felt_ it. He didn’t know how to get up. His original lungs spasmed in his chest and he tried the age-old trick of holding his breath to stave off the panic. Rather than experiencing that shrunken feeling of running out of air, he continued to breathe. Through… somewhere that was not his mouth.

 _That’s fine, I’m fine_.

So apparently he was going to have to deal with this. Cautiously, he pushed himself up onto his hands. He counted mentally to try and gather his bravery. _One, two, one, two, one two go_! He pushed off _hard_ , toppling backwards. He momentarily fell over his own abdomen, feeling the mirrored sensation in his back and the new, alien part of his body before righting himself.

Okay, cool, so he wasn’t standing, and he wasn’t sure resting on his abdomen counted as sitting, exactly, but this was a hell of a lot better than sprawled over the floor where anyone could see.

Anyone could see.

_Aunt May!_

His head snapped up. Oh shit. The door was open. The door was _open_.

Peter scrambled, eight new legs panicking and skittering over the wood floor. He ended up falling over again, but that’s fine. He could just drag himself to the door like he’d tried to do the night before. He was a lot heavier than the night before, though, so his progress was minimal at best. Determined, he pushed himself upright one last time and attempted to walk.

It was the hardest thing in the world. First, he had to figure out how to clench the muscles in his new legs, which, while surprisingly easy (almost instinctive), didn’t help him figure out which leg was which. There were just too many of them! What order was he supposed to move to go forwards? Was he supposed to use more than one leg at once? Without realizing it, he was shifting back and forth, tapping every leg in turn.

Something clattered beyond the door.

Peter _lunged_ , nearly slamming the door shut before remembering at the last second to be _quiet_. He exhaled, relieved. Turned the lock. Observed his room from his new vantage point- _new vantage point_?

Peter was perched comfortably on the wall, legs tucked close to avoid bumping into the ceiling. He hadn’t even _noticed_. Well, that solved the walking problem. New crisis: _how do I get down_? He attempted to crouch flush to the wall, spreading his legs out as much as he could. It felt strange; a weird comforting pressure in his chest and abdomen that settled his heartbeat and allowed him to almost straighten his legs. He could tell there was something on or in his legs that kept him stuck to the wall, and he could stop doing whatever it was enough to move his legs, yet he couldn’t manage to step back down the wall.

He leaned forward to place his hands on the wall below him, wondering if he could use them to sort of crawl-drag himself back to the floor. His hands stuck fast. He tugged, a bit frantically. The wall splintered, and he froze. Ooooookay, so now his hands were stuck. And he had eight legs. And-

_C’mon, Peter, are we really gonna do this again?_

As a matter of fact, _yes_ , Peter was very much going to panic again. Panic attack, part two: panic on the wall. Now, spread bizarrely above the floor was as good a time as any to take a breather and examine himself. He felt along his waist, trying to determine where skin turned to—whatever spiders had. Oh, he should probably learn about spiders. That might be smart, seeing as he now had the lower body of one. Peter knew this: spiders had two sections, the thorax (which was actually the head _and_ thorax) and the abdomen. The thorax was where the eyes, fangs, and legs were. The abdomen was where the spinnerets were, and _whoa_ he wasn’t quite ready to think about spinnerets just yet.

Let’s see, the abdomen felt separate from the rest of his body; like when he stretched his legs out. Speaking of legs, if he had all eight spider’s legs but no thorax, did that mean-?

His hands flew to his face unbidden. When the sharp prick of fang against finger came, he was too preoccupied with _that_ to recognize he’d been able to remove his hands from the wall. He felt the rest of his face frantically to see if he could find extra eyes.

Just the usual two. He exhaled, allowing himself a moment to be thankful for small mercies. It slipped his notice that he could see perfectly fine- _without_ his glasses. _Okay_ , _back to the problem at hand_. The door was shut, and he had all the time in the world to experiment and _hopefully_ get back to normal. Er, he had about thirty minutes, as the quiet pattering of feet downstairs told him.

Finally, _finally_ , after a lot of work clenching muscles and successfully sorting which feeling was which leg in his head as well as purposefully sticking and unsticking each limb, he figured out how to walk. Four legs on the ground, four legs reaching the direction he wanted to go. He crept down the wall, leaning back uncomfortably when it seemed like he would just fall on his face. Instead, he stretched his front legs out to cushion his return to the floor and sort of slithered down with the rest of them, if any movement a spider makes could be described as slithery. Now for the distinctly harder problem of getting _rid_ of all these unnecessary additions to his body.

 _Knock_. “Peter?” _Knock, knock_. “You’d better not be oversleeping again, young man. I’d hate to see you rush around like yesterday.”

Peter held his breath, then held it again when he realized he’d automatically switched to the set of lungs in his abdomen. _Go away, go away, please Aunt May. Not today_.

On the other side of the door May sighed. “That boy,” she muttered, and jiggled the knob. “Peter. Get up.” He flinched at the harsher knocking.

He cleared his throat and coughed a few times, hoping to sound congested. “I’m not feeling too great Aunt May. I… woke up with a fever, and I was gonna tell you, I was, but then I fell asleep again. Yeah.”

“Oh.”

Peter tried to chew his lip, anticipating her next words, only to remember _oh, right, fangs_ , when the tang of blood filled the air.

“You’d best let me come in and check you over, then.”

He flapped his hands, even though she couldn’t see him. “Ah- no, that’s okay. I think I just, um, need more sleep. I’ll be fine.”

“Peter,” and _oh no_ , she was on the verge of full-naming him, “This could be serious. You probably have an infection from all those spider bites yesterday. Let me come take a look at you.”

A hysterical laugh slipped out. “No, no, it’s really okay. I’d rather not open the door.”

She rattled the doorknob again. “I know how boys your age get, but _really_ Peter, I raised you. I don’t _care_ that you look ill, or whatever it is that you don’t want me to see. Now come on, open up.”

“Uh, I’ll open the door if it’s still a problem tonight?”

She huffed. “ _Peter Benjamin Parker_.” He gulped. “You’d better open this door right now, or else I’ll get someone to cut it out of the frame.”

He debated for all of two seconds before caving. “Okay…” he crept forwards slowly, hesitating. “Just, don’t scream. It’s not my fault.”

“What’s not— _PETER_!”

He flinched back from the now open door, his Aunt stock still in the hall. He stepped away from her slowly, towards his bed nestled in the corner. His shoulders rose as he desperately tried to make himself smaller, legs bunching up and head bowed. “I don’t—I don’t know what happened, I- Aunt May, _please_ , I’m sorry-”

She stood in the doorway, mouth open and hand over her heart. “Oh, _Peter_ …” She walked towards him as if in a daze and he tried to stumble away, only for his abdomen to hit the edge of the bed. Reaching him, she cupped his face, which he’d tried to hide in shame. She stroked his hair, like she did when he was young and had just come to live with her and Ben as a twiggy kid who didn’t quite understand where his parents were. It was like she’d flipped a light on to see all his insecurities, and his shoulders shook with silent sobs.

“Shhh, shh, it’ll be okay. Come on Peter, you’ll be okay. We’ll be okay.” She hugged him close and he held her desperately, face buried in her shoulder and trying _so hard_ not to get snot on her shirt. He didn’t deserve her. _He didn’t deserve her, he didn’t he didn’t_ -

“’M sorry I was late yesterday,” he mumbled into her neck. There was no other way to express the guilt he felt at the situation, like if he’d just done better, been on time, then maybe none of this would’ve happened. He’d be standing on his own two legs downstairs, preparing for the day and to be shouted at by Jameson a bit more.

A bird chirped outside, far too cheerful for the fear still being pumped through Peter’s body. May pulled back, squeezing his shoulders. She didn’t say it, but she gave him the look that meant he was supposed to stop apologizing for things he couldn’t help, a kind of flat-eyed stare with raised eyebrows and pursed lips. “Right,” she said, stepping back. “I think this calls for a cup of tea. You just get yourself downstairs; I’ll put the sick flags out so nobody bothers us.” She left before Peter could protest that he was _perfectly capable of hanging the sick flags, thank you_.

When he tried to take a step forward and almost toppled over, he decided that it was probably best she did it after all.

Going down the stairs was a trip and a half. Literally. The stairs were too small for him, and no matter how hard he tried to be careful, he ended up tripping down. He landed on his feet though, which was nice, though he supposed it was easier to pull that off with eight feet instead of two. He rewarded himself on making the tough journey by settling on the old, worn couch in the living room—but not before drawing the thick curtains May had had since forever over the window.

May came in, a woolen sweater over her shirt now. It was her comfort sweater—gray and soft, with big, messy rows. Ben had knitted it for her ages ago in secret, hunched over the knitting needles and trying to keep it from unraveling. Peter had sat, curious, and when Ben finished, he stole the sweater and did his best to sew up the holes with his seven-year-old hands. It was a terrible sweater, really, with loose holes sloppily covered in thread a few shades off, but May loved it. She’d put it on immediately when Ben presented it to her, and she tended to wear it when things didn’t feel right. She’d worn it to Ben’s funeral with an old black skirt, holding Peter tight while they whispered, “peace be upon him.”

The light that peeped in through the spaces the curtains didn’t quite cover fell over her face, and she offered him one of the steaming mugs in her hand. These, too, were for comfort. The mugs were dull and unpainted, but the tea was seeped in lemon balm, something that May liked to make when one of them had trouble sleeping. He accepted the mug gratefully, pressing it to his chest and revelling in the glowing heat.

“So, are you going to make room for your old aunt, or are you going to keep hogging the couch?” May looked pointedly to where Peter had spread himself over the couch, abdomen taking up half while his legs were all bunched up over the rest.

Peter scrambled to move his legs, blushing. He brought the mug to his mouth, breathing in the steam. _Badbadbadnogoodgoaway._ Instinctively, he shoved the mug far away from himself. If not for May, it certainly would’ve been thrown across the room to shatter. A strange feeling scratched at his throat, though opening his mouth to alleviate it released a sharp hissing. Clapping a hand over his mouth proved a bad decision, new fangs that were bared as though able to physically attack the bad scent of the tea catching only his hand.

“Peter!” May scolded. “You don’t need to throw things you don’t like.”

He managed to pull himself back under control, sucking the blood off his hand. He shook his head, mystified. “I don’t know what that was. I… I thought it was lemon balm tea.”

May sipped her mug pointedly, and then took a sip out of his too. “It is.”

“It smelled _terrible_.” Leaning closer, he took an experimental sniff and reared back, another involuntary hiss escaping.

In traditional May fashion, she took another sip of tea and moved on. May simply couldn’t be bothered to care about her nephew hissing at tea. “More for me. Now,” she said, setting the second mug on the floor after some hesitation that meant she knew one of them was bound to knock it over. “Obviously, you can’t stay here.”

Peter’s heart should have stuttered just then, his lungs following with a shuddering gasp, but the longer he spent like—like _this_ , all spidery and stuff, the more his human lungs synched up with his other lungs; the more his heart synched up with his new, more controlled heart. His body just couldn’t freak out like that anymore. He could still freak out in his head though, something which he was unfortunately _very_ talented at.

He couldn’t stay? Was Aunt May kicking him out? Sure, he’d kind of expected something like this—he hadn’t wanted to open the door to her out of more than just embarrassment, after all—but still, to be so harsh? That just… there was no life without Aunt May. He could power through wild bodily changes no problem (actually several problems, but they could be dealt with), but no Aunt May? Unacceptable. He would simply die.

May powered on. “The city is doing its best, but it’s not as though they have proper accommodations for… well, for a drider.”

Peter wheezed, the word hitting him in the chest. Was he really a member of an elusive species typically thought to be pretty dark? He wasn’t, right? This was just… a temporary problem. It wasn’t like he was _actually_ a drider. He fidgeted with his front two legs and sagged. He totally was.

There was a weathered hand on his shoulder, and he fought the urge to shrug it off. “C’mon Peter,” May soothed. “We’ll keep your sick flag out and you can just stay here. I can let the paper and that… _wonderful_ editor in charge that you won’t be returning. I’ll see if I can find out where the nearest colony of driders is and you can just sneak off to learn from them.”

Tears welled up and he clamped his mouth shut to stifle a sob. “I don’t… I can’t leave you, May. _Please_.”

She scooted closer until she was able to lean against him. Her weight was warm against him, comforting in a way the tea had tried to be but hadn’t quite managed. He had to lean down to properly hug her, his abdomen adding a good half a foot in height when seated. She rubbed the back of his neck, slowly working her fingers into his hair. “It’ll be okay,” she murmured. “It’s not forever. Just give me a few days to figure out where you can go.” _Give me a few days to say goodbye_. “You’d better not destroy the house while I’m gone.”

He laughed wetly. They stayed on the couch for a while, leaning against each other like they had since Ben died. May drained her tea, and then the tea that had been meant for Peter too. She ran her fingers through his hair absentmindedly. When something under his ribs started vibrating—like a cat’s purr, but continuous rather than following the pattern of his breathing—neither of them made mention of it. She let him braid his hair like Ben had taught him to do when her hair was longer and less wispy and she would rush about the house before work, not having the time to put her hair back _and_ eat. The braids fell apart with nothing to tie them up, but the action of braiding soothed them both.

When May woke up the next morning, Peter’s room was empty and the window open, his sick flag tied to the curtain rod.

**Notes for the Chapter:**

> Another very self indulgent fic. I might make this a series and add on to it at some point, but for now I'm occupied with some aus that'll take longer... like a lot longer. Anyways, wishing everyone a well winter, and please let me know if something doesn't make sense. I've been working on reducing explanations that people said weren't necessary.
> 
> *camera obscura was an older device in which there was a dark room with a pinhole at one side. Someone would trace the light that came in through the pinhole, and after a bit more work the image was complete. This was before the camera was invented.


	2. pass me by (please)

**Notes for the Chapter:**

> Decided I didn't like this as a series so instead I'm adding what was previously a separate work to this. It.... would've been a long series and that seemed kind of pointless so. Ta-da. Here it is, nice and compact. Probably won't update until March.

Getting out of New York had been a _nightmare_. Just sneaking out the window and down the side of his house (down the _side_ ) had been rough- made harder by the fact that his body was now _half fucking spider_ and he really didn’t completely understand how it worked. Peter felt… really guilty about leaving May. Not just guilty, but selfishly sad. He _knew_ it was the right choice; he couldn’t work anymore and she would have to work and provide for both of them while _also_ doing research into where he might be able to find some driders. There was no way he could comfortably put that much work on her, especially at her age (though everyone knew that May Parker was _not_ one to be beat down by a silly thing like old age). Despite the fact that it was the best option, he still missed her.

When he finally made it out of the city and surrounding towns unseen, shaking with adrenaline and something else he couldn’t identify, he encountered another problem. Because yeah, he needed another one of those, apparently. There was no cover from the edge of the city lines to the first few trees, just a mile or so of bare land and the scant bush along the road. He sagged. Classic Parker luck.

The sky was light behind the city, pinks and oranges haloing the huge collection of buildings Peter had lived in his whole life. If he waited much longer he wouldn’t even have the cover of darkness, and the first few travellers would come up the road and he’d almost certainly be seen. There was nothing else for it.

He’d have to run.

Uh.

Yeah, that idea was better in theory than in practice. Peter was, once again, left struggling with too many legs and a center of gravity he wasn’t accustomed to. And once again he was flat on his face. Super. He pushed himself up, huffing. This time he managed not to fall over backwards, but it was a near thing. Holding his arms out in a childish attempt at balance, he took a few steps forwards and tried not to think too hard about where his legs were and how impractical it was to attach a human torso to a spider because holding his arms out was not doing _anything_ for his sense of balance and-

A shiver rippled up his spine and he barely managed to stop himself from smacking into a tree. Oh. He made it. Huh. Were spiders fast? Whatever, he could think about that later. The important thing was that he was now safe (more or less) behind the trees, and the only things that poised a threat were…

…actually, all the threatening things were in the forest, probably. Dammit.

Things were going great. Really. Peter had accidentally attacked a bird but it was fine. It just… moved really fast, and he’d grabbed it out of the air before his brain could catch up. It was _fine_ though, he’d let it go as soon as he realized what he’d done.

The real problem with travelling through a forest he’d never been in was—well, several problems, actually, but the biggest one was that he had no idea how big it was or what was in it. The other problem was that he didn’t know where he intended to go. It’s not like driders advertised where they lived; and they were supposedly impossible to find. Plus, all the trees looked the _same_. How was he supposed to get anywhere?

By the time it was getting dark, Peter didn’t think he was closer to his non-existent destination than when he started. He hadn’t even made it out of the woods yet—and okay, that’s on him for never looking at maps of the surrounding areas, but it’s not like he ever thought he’d leave New York!

Shit. He didn’t know what to do. Was he supposed to keep walking? Find food? Should he try to find somewhere to sleep for the night? Was there even a safe place to sleep in the woods?

Something made a strange, round-sounding whistle somewhere behind him. Peter’s legs—all eight of them—locked up. His shoulders tensed when a shivery feeling rippled up his spine and his fangs pricked his lip. That sound was Bad News.

Without consciously deciding to, Peter found himself creeping up the wide trunk of a tree and hiding in the leaves, instinctively spreading his legs out to mimic the pattern of the branches in the dark. The something whistled again, closer. _Danger_ , said the shiver at his neck. _That’s Bad_.

 _I know_ , Peter thought right back. On a whim, he peeled his lips back, so that at least if the something _were_ to see him he’d hopefully look Very Scary. If he saw himself in the woods at night he’d probably be scared, and that was good enough for him.

Something tall and gray wandered at the edge of his vision, and Peter stilled. Even the movement of his breathing was non-existent—though that was because he’d switched to the second set of lungs in his abdomen. It ambled closer, long arms brushing the forest floor despite it’s absurdly straight back. It was hard to make out in the dark— though not, Peter guessed, as hard as it would have been before his transformation— but he could tell that the creature’s long hair wasn’t quite moving with the gentle wind.

It turned and whistled again, the same round pitch as before. For a moment the gray hair parted, and the thing’s face was revealed. It had slitted eyes—like a toddler had drawn a smiley face and let the lines of the eyes go on _just_ too long. Rather than a nose, there was almost a dent in the middle of its face, as though someone had gotten confused when making it and instead of putting the nose on so that it faced out, the nose had been shoved into the face and leaving an indent in the skin as though it were merely clay. It whistled once more, mouth like a hot poker had been thrust through its jaw, then fell silent, the mouth all but vanishing.

 _Fleshgait_.

They weren’t supposed to be terribly common around here, preferring to find prey near smaller, less protected cities. It was actually… really weird to find one close to New York. Maybe it wasn’t a fleshgait after all.

Still, it looked just like the natural form of a fleshgait; tall, gray, with too-long limbs and hair that obscured its features.

It whistled again, this time a stuttering little tune that was common among children. One of its arms twisted, shortening, growing darker until it resembled the arm of a kid. It looked hilariously disproportionate on its body, but Peter wasn’t laughing. Fleshgaits lured their prey in by mimicking sounds—but only sounds they’d heard before. Some of them could even copy the appearance of animals and people they’d seen. That this fleshgait hummed a child’s song and could take (part) of a child’s appearance meant that it had found and most likely eaten a child.

Unbidden, a hiss rose up in Peter’s throat. He clamped his teeth around it and pressed a hand to his mouth. Unfortunate new habits weren’t going to give him away.

The fleshgait swayed where it stood, off balance from its small arm. For a second, Peter thought he’d get away with it. Then, the fleshgait spoke what was probably the only word it knew. “ _Momma_?”

Peter gasped, hands moving away from his mouth just enough to ball into fists, and in that moment the hiss forced its way between his lips. The night, so eerie and quiet—so much quieter than the city—seemed to shudder at the sound.

With halting movements, the fleshgait’s too-long neck swiveled up to see Peter in the tree. At least, he assumed it could see him. It would be kind of useless to hunt at night if it couldn’t see in the dark. The hair parted, and its mouth stretched like a V, jagged teeth filling its face.

This seemed like a great time to run.

Peter scrambled, attempting to climb the tree, though whether he was trying to go up or down was anyone’s guess. He ended up falling down, landing once again on all eight feet. Wow. The fleshgait sure was tall. Hahaha. Um.

 _Man, I should’ve stayed with Aunt May one more day_.

The skin on the fleshgait bubbled, the dark brown of the dead child’s arm lightening and stretching until it matched his own. Creepy.

Against his better judgement, he stepped towards the thing and pulled his legs in, pushing himself up to look it in the eyes. He folded his arms. “You can only copy an arm?” he chuckled, voice cracking over the first words. This was a dumb idea, this was such a- “Need a… _hand_ with that?”

Those jagged teeth parted, and Peter’s own voice came from them. “Need a hand with that?” Slit eyes stretched and the fleshgait offered its long, gray arm to him. Its fingers twitched.

He remembered the voice it’d used before; that of a kid looking for their mom. His fist clenched, and he grinned, his own teeth dull in the night. In his anger he forgot that he wasn’t strong enough to actually do any damage to something that actively hunted humans. He socked it in the space where its nose should be.

It flew back, the force of Peter’s punch sending it crashing into a tree. _Whoops_. He shook his fingers out, though it hadn’t really hurt much. It rose, hair completely covering its face and it crawled towards Peter like a crab, too-long arms and legs jutting out every which way. It whistled at him, the round tune sinister.

Peter leaned back to rest mostly on his back four legs, raising his front two in an instinctive offensive position. He brought his fists up and purposefully hissed. He _really_ shouldn’t have left the city.

It was over about as fast as he expected—though somehow _Peter_ was victorious. The fleshgait, pinned beneath his legs, didn’t even squirm. He leaned down, considering. It looked like it was passed out. But what to _do_ with it? He couldn’t just… let it go.

Think Peter, _think_. He couldn’t stand even thinking about what Aunt May would say if she found out he’d killed something (though he didn’t really _want_ to kill it, to be honest), but how else do you stop something for good? What was he supposed to do, tie it up? Put it in a big hole? _Yeah, right_.

The fleshgait stirred. In a panic, he smacked it with a front leg, like a cat batting around a bug. _A bug. Hm_. Spiders ate bugs.

Peter considered it again. He _was_ pretty hungry… _Do not eat fleshgaits, Peter! Just tie it up and move on_. Thanks, brain, but there still wasn’t anything to tie it up with. He was too busy avoiding the thought of wrapping it in webs to think of something to make it stay put.

 _Oh hey, webs_.

HM.

Nope. Peter was just gonna drag it around until he figured out what to do with it. He shuddered. He still wasn’t ready to think about spinnerets.

Looking around himself, it became clear that there were still several hours to go until morning. Did he risk the fleshgait escaping while he slept, or did he seize the cover of darkness to avoid being seen? He sighed and hauled the fleshgait over his shoulder by its wrists. Its long hair tickled his back uncomfortably and his neck prickled at having its face so near his skin. Whatever. The prickle could deal. He had traveling to do.

* * *

The sun illuminated the trees Peter had left an hour ago, now just a far-off part of the scenery. The fleshgait had woke only once during the night, and a sharp warning hiss had quieted it right back down. Thinking only about said fleshgait had kept Peter calm throughout the night, but with the light came the reality of his situation.

Somehow, he’d been turned into a drider and was now dealing with an unfamiliar (though increasingly comfortable) body. He’d then run away from home, and for what? He didn’t have a plan, he didn’t have food, and he didn’t even know where he was going. All he had was the shirt on his back, ripped by now by the fleshgait _also_ on his back. Way to go. Great progress.

And now— now he was _tired_. He’d been traveling all night, and the day before that too. He just wanted to find a nice hole or something and _sleep_. But, as the fleshgait clawing weakly at his shell (? Note: learn his new biology) reminded him, he couldn’t yet.

He looked back at the forest in the distance. Forwards, to a well traveled road in the dip between craggy hills. He sagged. He really didn’t want to stay on top of the hills; they felt terribly exposed, despite the foliage that scattered the way. Unfortunately, he was less likely to run into anybody on the hills, so with a huff he started the trek up. It was incredibly steep in some places, and Peter found himself suddenly—for perhaps the first time—grateful for the extra legs. He would never have been able to carry something as unwieldy as the fleshgait up the hills without the extra stability. Or stickiness. _Not thinking about the stickiness right now_. There were other things to think about. Like… uh, how he was supposed to tie the fleshgait up or leave it for people to find if he was avoiding people.

Peter paused at the top. There wasn’t exactly an open view, but _man_ did the gaps in the bushes and trees make for some awesome scenery. He’d never left the city, so the rocky hills awash in the early orange light were entrancing in their foreignness. He adjusted the fleshgait absentmindedly, hardly registering the hoofbeats on the road below.

 _Hide_ , the electricity that sparked up his spine said. Starting, Peter obeyed the feeling, not entirely sure why. It wasn’t like they were gonna see him, if the people even bothered to look up in his direction-

“Yo, I saw something moving up on the cliff! Who wants to check it out?”

Peter tensed, ducking his head as if that would help him hide. He smacked at the fleshgait, cursing himself for letting it stay awake. If he’d knocked it out again it couldn’t have rustled the leaves like that. _Stupid, stupid, stupid!_ Why’d he even stop to admire the view anyways? He did his best to disappear into the trees, climbing up and hiding like he’d done the night before with the fleshgait—only the leaves were considerably thinner, and there were less trees, and it was broad daylight, and-

_If you can’t see me, I can’t see you._ It was something Uncle Ben used to say when he took Peter to the marketplace and let him run around on his own through the stands. _Just stay where I can see you Pete_ , he’d say. _Don’t want to lose you._ And he’d smile that crinkly smile, loose skin bunching up on his cheeks and dark eyes.

 _I’m really lost this time_ , _Uncle Ben_ , Peter thought fearfully.

He tried to laugh it off - what did he have to be afraid of? It was just a group of humans. Where that once would have filled Peter with warm safety, like sharing a mug of milk-saturated tea with May, now it felt like tripping into cold puddles. He was _different_. He wasn’t human anymore.

“Hey guys, take me with you?”

Peter stiffened, hands curling into the hair of the fleshgait he’d _definitely_ knocked out and tossed into the branches above him as quietly as he could. _He knew that voice_.

“Aw, c’mon man, it’ll take forever to get you up the hill.”

“Yeah, there’s no way-”

“I _guess_ if you aren’t strong enough I’ll stay here,” the familiar voice said, taunting in a way that tugged at Peter’s memories. But it _couldn’t_ be, there was no way _he_ was here.

“Man gets one major leg injury and thinks he’s the boss,” one of the other people said, tongue loose in a way that slurred their words together. There was a grunt, and the loose-tongued person complained of the familiar one being heavier than he looked.

 _Please, don’t be him_ , Peter begged to nobody in particular. He didn’t know if he could take it on top of everything else.

An eternity and a half passed before the humans reached the top of the hill, and Peter berated himself for staying in place rather than making a getaway. Stupid shivery feeling telling him to hide. The shivery feeling hummed at the back of his neck, content in his complacency.

A group of three humans—less than Peter knew there to be, if the number of hoofbeats he’d heard earlier were indicative of the amount of people—breached the trees. The first was a tall, broad man with dark skin and even darker eyes. The second was a man whose pale skin served only to accentuate his scruffy beard, tired eyes, and unkempt brown hair. He was the sort of man Aunt May liked to avoid. Behind him, he dragged the third person, who was seated in a little wagon.

And… yeah, Peter definitely knew that one. His hair was cut closer to his head than he remembered, but the gray-blond color and squinty eyes were the same that used to knock Peter into walls at school. He was different, though not the way Peter was different. His eyes somehow piked out a thin, pale scar that crossed over his wrist, and there was a seriousness to him that Peter would never had been able to predict. Of course, there was also the fact that his right leg was gone above the knee. That was new.

The second man groaned, dropping the handle to the wagon. “Flash, how are you _heavier_ with one less leg?”

 _Flash fucking Thompson_ grinned, smug. “It’s a talent,” he bragged.

Peter gritted his teeth. _Asshole_.

The first man ignored their bickering completely, intent on studying the area. Peter had chosen to hide in perhaps the clearest area possible, like an _idiot_. At the edge of the hill, probably most visible to the road were some prickly bushes and a few young maple trees. The man gave these hardly a glance, instead focusing on the older trees, particularly a massive spruce. It was by far the largest tree around, quite a ways off from the other evergreens further up the hill. Peter’s tree was perhaps the bushiest, for which he thanked his non-existent luck, but the branches were weak and none of the higher, more hidden branches would support him.

“What’d you even see up here, Luke?”

The man, Luke, looked up from where he was pressing a hand against a sapling. “I dunno… just, it didn’t look like no animal. But look at the way these plants are squished. Somethin’ big was here recently.”

Flash leaned forwards eagerly. “Think it was something we can fight?”

The tired-looking man sighed. He was leaned up against the tree Peter was perched in, so all he could see of him was the top of his head. _Please don’t look up, please don’t look up_ , Peter thought. “You can’t fight everything, Flash.”

Yeah, right. That had been Flash’s philosophy as long as Peter’d known him. There wasn’t a single problem he’d ever faced that he didn’t punch. It’s why Peter hadn’t been surprised when Flash joined a fleet of soldiers and left New York for proper training in what was known as the “Crown’s Quarter” of the country.

To his complete and utter surprise though, Flash nodded thoughtfully. “We can fight it if it’s dangerous though, right?”

Luke put his hands on his hips. “Yeah. We’re almost half a day’s ride from New York. Probably better to clear it up if it’s a chimera or somethin’.”

“Yeah, there’d _definitely_ be a chimera this close to a big city.” Tired Guy tipped his head back and Peter’s hearts would’ve jumped if they could. He and the man stared at each other for several seconds, before the other rubbed his face like he was too exhausted for Peter’s bullshit, which, okay yeah, Peter was also exhausted of his bullshit. “Guys,” the man slurred, hand still over his face. “There’s a fuckin’… drider in the tree.”

_Hidehidehidehide._

Luke moved Flash’s wagon so fast he almost tipped it, and Flash, upside-down in his haste to look up the tree. Flash went slack-jawed. Peter could imagine his thoughts were something like _“hey what the fuck? Why does that spider have the face of the guy I shoved around before I left New York?”_

“Have you been here the whole time?” Luke demanded, hands up in fists, and _man_ did he look like he could pack a solid punch.

“Maybe?” Peter offered meekly. This was awkward. And also scary. There was a very real chance they might decide to try and take him down, and honestly Peter very much doubted he could survive that, despite his success the night before. He pulled his legs in best as he could in the tree, hunching in on himself while also preparing to spring as far away as possible.

“P—hold up, _Parker_?”

Ahaha. This was so fun. “Heyyyyyy Flash. Long time no see.”

Tired Guy looked like he wanted tobacco. He left without a word, just walked straight out of the foliage and began back down the hill.

Luke squinted, lowering his fists only to cross his arms, and _what big arms they were_. Peter swallowed thickly. “Do you… know each other?”

Flash had a finger up, his face frozen in confusion. Peter took pity on him and answered instead. “Yeah? We went to school together.” A limp, gray hand fell in front of his face. “Oh hey, can you guys take this? I don’t know what to do with it.” The fleshgait was tossed unceremoniously down, where Flash caught it in a kind of trance.

“I didn’t know-”

“Parker, what the _fuck_?”

Yeah, that was about what Peter expected. Words started falling out of his mouth before his brain could look them over. “I know, I never thought I’d leave New York, but-”

“ _No_.” Flash shoved the fleshgait at Luke, who caught it bemusedly. “Why are you—like,” he struggled with the words, flapping a hand as though he could physically wave away Peter’s extra legs. “not human? Because I’m _pretty sure_ you only had two legs last I saw you.”

“Well-”

“Get down!” Flash demanded.

Peter’s hands dug into the bark of the tree. He didn’t particularly want to be on the ground. It felt, like, a _lot_ safer up in the tree. “…don’t attack me.”

Luke shrugged, the fleshgait hung around his shoulders like a bizarre scarf. “Hey man, I’m cool as long as you don’t attack first.”

That was as good a guarantee of safety as any. He uncurled his legs, stretching them back down the trunk of the tree. It was weird; he didn’t have to spread his arms for balance at all—not when he was walking down or when he made the final hop to the ground. He shifted uncomfortably, subconsciously raising himself to eyelevel with Luke, where he was taller than Flash in his wagon. “So…”

Look, Flash wasn’t the sort of person Peter would ever have thought could be at a loss for words. He always seemed to be flapping his mouth; to brag, make fun of people, or even (rarely) answer questions posed by teachers. The sight in front of him now? Flash, squinting at him and looking both confused and angry, mouth half open like he didn’t know where to start? Yeah. That was a new one.

It ended up being Luke who broke the strange silence. He had no apparent problem with the fleshgait so near his neck or the awkwardness that was so thick it seemed to drip off the tree branches. He was just chilling. “I didn’t know New York schools accommodated driders.”

Flash scowled. “They don’t.”

Peter bobbed his head. “Yeah, no, I was human when I went. This is… new. Like, two days ago new.”

“Two days? This happened two days ago?”

Peter stopped. Had it been two days? Okay hang on, he spent a day with Aunt May, ran away, that’s one day- night? Then he spent another day and night traveling. And now… here he was. “Two-ish days.”

Flash swatted at Luke. “The time doesn’t _matter_ , Parker. I wanna know _how_ it happened.” Something was kind of strange about the way he asked it. Something that made Peter’s hair stand on end, and little ants under his skin start skittering up and down his back. _Careful_ , the shivery feeling seemed to whisper.

He brushed a hand down his arms, feigning a chill to hide his sudden unease. “Your guess is as good as mine. Just kinda… woke up to all my bones breaking one night and then…” He waved at his legs, kind of embarrassed. “…this.”

They… really didn’t need the details.

“You have to break your bones?”

He didn’t think Flash really meant for him to hear it. He was kind of surprised he _could_ hear it, to be honest. It was the kind of quiet, focused voice one used when they were taking notes aloud. Peter had never heard Flash takes notes in his life. Maybe he was-

 _Move_.

He ducked, eyes wide, as a long gray limb swung in the space where his head had been. He rubbed the back of his neck. It almost felt like someone had shoved Peter’s head down for him. He could still feel pinpricks of icy fingers over his scalp, crawling down his spine. Man, all these random feelings were honestly getting annoying.

“Sorry about that,” Luke said. He’d slid a pair of dark glasses on sometime when Peter wasn’t paying attention, the black lenses obscuring his eyes. They’d been friendly eyes, and Peter was almost sad to see them vanish. Luke tucked the fleshgait securely under one large arm. “Where’d you pick this up anyway?”

The shiver hummed and settled, and Peter relaxed for perhaps the first time since he’d left home. He jerked a thumb over his shoulder even though he knew very well they were just far enough into the foliage the other man wouldn’t be able to make out the woods in the distance. “Found it whistling in the woods near the city and kind of… knocked it out.”

Luke looked impressed, while Flash just sputtered. “You can’t just knock them out,” he said, almost furious. “Their skulls are too thick!”

“Hey man, just ‘cause humans can’t doesn’t mean other species can’t.”

Peter felt ill suddenly. As nice as it was that he hadn’t been destroyed or something, he was really, _really_ done being around Flash. And Luke seemed actually, genuinely alright, but he didn’t feel up to being referred to as “not human,” even though it was the truth. “Anyways,” he clapped his hands, feeling stupid for it immediately. “I gotta go, and you guys probably have to go, since you’re soldiers or whatever-”

“We’ve got a few soldiers with us, but we’re not actually… soldiers.”

“Crown’s Quarter’s sending us home because of our battle scars.” Flash sounded like he thought this was absolutely true. Peter very much doubted that was the actual reason, but whatever.

Luke glanced at him, obviously thinking something similar. “…Yeah. Where are you headed?”

Man he wished he knew. It must’ve shown on his face, because Luke set the handle of Flash’s wagon down. “Hey, Parker, can I talk to you for a sec?”

“Uhhh…”

It didn’t matter what Peter’s answer might have been; Luke grabbed his bicep, and it was either let himself be dragged off or try to remember how to walk and keep up. Luke stopped further up the hill, pulling Peter behind a spruce. “Parker-”

“Peter.”

Luke’s eyebrows furrowed, but he didn’t comment. “Peter. Where are you going?”

“Why does it matter?” Ah shit, that sounded defensive.

Man, Luke looked extra intimidating in those shades. Ohhhh wow, okay his arms were crossed. Peter could cross his arms too. Ha. Ha… man, was it getting hot? No? Just Peter?

“I’m trying to find a drider colony.” Aw man, he broke.

Luke chuckled, uncrossing his arms. “Those are not easy to find, man. Listen, I’m with the group moving the discharged soldiers, but we do other things. Got a couple of uh—not humans—working in it if it helps.” He pulled a scrap of paper and pencil stub somewhere out of his yellow shirt, scribbling something. When he handed it to Peter, he saw it was an address and a name. “This is a pretty secure location. They might have info on where to find a colony. Even if they don’t,” he smiled wryly, “they could probably use someone with your skillset.”

“Thanks? I-”

Luke gave him a solid pat on the shoulder, almost knocking him over, and left. Distantly, he heard the chatter of Luke and Flash, the sounds of them making their way back to their group, but Peter could only focus on the crumpled paper in his hands.

That was… weird. He kind of wished the first guy, the tired one, would come back so Peter could have someone to check with, make sure that was weird. Some guy that Peter _literally just met_ with a guy from high school pulls him aside to give him a tip on some “organization” that may help him? An organization that might be interested in him? Sounded like a classic trap set up, to be honest. Lure in struggling drider with promises of help and _boom_ you’ve got a drider for all your… drider needs.

And yet… it didn’t _feel_ like a trap. The paper buzzed in his fingers, and he looked it over. He tipped his head back, thinking. He wasn’t _great_ at geography outside his own city, but he recognized the name of the small town listed. He actually might be able to make it there before night.

Well, it was a goal. With a sigh, Peter started moving.

* * *

He showed up to the address he was given with his torso all scratched up and two more fleshgaits thrown over his shoulders. He’d completely given up on his shirt. The sun rippled on the horizon, clouds blocking the last of its light. Hesitantly, Peter knocked at the door. He began speaking before it even opened, words running together, asking for help and to take these damn fleshgaits off his shoulders, and could you please not throw him out-

A blond man stood in the doorway, his fair skin stained red in the dusk, long hair tied up like he was preparing to leave. His expression was serene. “Namaste, friend. You’ve come to the right place.”


	3. to rest (for a moment)

Peter was ushered inside and given a cushion on the floor in some kind of living room. It was decorated in the tastes of someone who lived with little, though the tea that his host brought over smelled expensive. The blond man settled into another floor cushion, showing little care for the fleshgaits he’d calmly shoved in a closet or the silk that trailed from at least three of Peter’s legs.

Peter’d uh… well, there was no need to get into it, but he’d finally caved and tried to use the bathroom sometime during the day and promptly found his spinnerets. It had been an adventure nobody really needed to know about.

He sipped at his tea cautiously, remembering the incident with May’s lemon balm tea. The soft flavor of vanilla greeted him and Peter happily cupped his hands around the warmth, resting his abdomen on the cushion and taking the pressure off all his feet.

The man—the note Luke had given him said he was _Danny_ —drank his own tea, back straight. “So, what has brought you here?”

Peter wanted to laugh. Where to start? He told Danny the shortest version of events possible: the sudden transformation, the way he ran away from his Aunt (he was careful to phrase it as a purely practical thing, but he was terrified some of his shame bled into his tone), and his sudden reunion with Flash, as well as meeting Luke—the mention of whom had Danny perking up.

“And the fleshgaits?” Danny asked.

“Oh,” Peter said. Right. Yeah, he didn’t really have an explanation for that one. “I dunno. I just kept running into them. I passed the first one to Luke just because I didn’t know what to do with it.”

“You caught them rather than passing them by?”

What kind of question was that? “Yeah? I mean—I tried to hide from the first one I saw, but it… it sounded like a kid and I just got so mad. They pretty much only live to eat people and I guess if I can get rid of some…”

“You did not kill them.”

“Wha- no! No, I just… couldn’t do it, I guess.”

Danny hummed.

The strangeness of it all had been simmering in the back of Peter’s mind for awhile, but it suddenly seemed to strike him for real. Here was this man who opened his door as the sun was setting to a big, scary drider and instead of striking out, welcomed him in and gave him tea without even asking for his name. Just what kind of organization were these people involved in?

Thumps came from the closet where the fleshgaits were stashed, and Danny hardly blinked. To Peter though, the banging felt like it was shaking the floor, sending shivers up his spine. He twitched. “Shouldn’t something be done about them?”

Draining his tea, Danny smiled. It was a soft thing, and Peter inadvertently settled at it. “No,” he said. “Tell me, friend, what do you know of their nature?”

Peter shrugged, pressing his mug close to his chest as though he could absorb the remining warmth. “They mimic the sound of people’s voices to lure them in so they can eat them. Some of them can shapeshift too.” He tapped a leg. “I came across one that could only shift its arm.”

“Mm.” Danny set his mug down and rested his hands on his knees, palm up. “Those with nothing of their own can reflect only what they’ve seen. The fleshgaits were created of the scraps of other species, and so they hunger for more.” For the first time, a less-than-tranquil expression crossed his face. Somehow, the worry made him seem younger, and Peter realized he couldn’t have been much older than himself; barely an adult and yet facing the world with a calmness Peter could never possess. Danny coughed, and Peter’s attention snapped back to his words. “They aren’t a proper species themselves; they were built in hatred and brought to life with spite.”

Great, but Peter didn’t actually care about fleshgaits, he just ended up fighting them a lot. When he said as much to Danny, the other man looked surprised.

“You are not here for the-?” he cut himself off. “Perhaps you should tell me why you’re really here.”

“Luke said you might know where to find a drider colony.” Peter hesitated. “…What did you think I was here for?”

Danny shook his head, blond hair puffing with the motion. “It doesn’t matter, only that I opened the door to someone in need. Come,” he said, rising. “Maps are in another room.”

Peter (rather unsteadily) got his legs under him and followed him through the wide hallways. They passed several doors, some open to rooms filled with weapons or beds, and some closed. One door had a padlock on it, and sparks went up Peter’s spine as they passed it. If he squinted, it kind of shimmered, like a gossamer curtain was drawn over the door.

Danny noticed his second take. “S- the organization I work with likes to keep secrets.” He shrugged, unlocking a door near the end. “I believe in open communication, but some problems will cause a panic if shared. I understand this, so I don’t try to break their seals.” The door opened on its own, revealing a room lined with hexagonal cubbyholes, like a honeycomb.

“It doesn’t bother you that they keep secrets in your own house?”

He looked surprised, hand pausing where it was pulling a scroll from one of the cubbies. “Oh, it’s not my house. It’s a base of theirs that I’m keeping an eye on for now. Now…” he carried the scroll to a table that extended from a wall, giving Peter no time to process that he was in a secret organization’s base. That… kind of sucked. He unrolled the scroll, revealing a map.

Nothing on the map looked like anywhere that Peter knew, but he was frankly still stuck on… aaaaaall of Danny’s… everything. “Hang on, hang on. If you work for some organization, and this is _their_ base, then how come you didn’t attack me when you saw what I was?”

Danny looked at him sharply, almost disappointed. “No species is _inherently_ bad, Peter Parker. Even a manticore will make friends if given the opportunity. To attack before listening and learning is to _become_ the person that needs to be fought.” He turned back to the map and clenched his hand over it.

His fist lit up.

Peter didn’t care about that much. “You- my name? How-”

Danny took his hand in his own fiery one. “Look.” In the light, the map changed, land shifting and waters flooding the evacuated areas. An invisible hand marked out town names. Ink circled an area, near a town that Peter actually did know, pretty close to New York. A beat, then the circle was labeled _Queens Colony_.

“That is where you must go.”

Unfortunately, Peter was beginning to believe that Flash was the sanest person he’d met since leaving home. “Wait, wait; hold up. You can’t just—if no species is born bad, then how come you said fleshgaits-”

“Fleshgaits are made, not born.” Danny’s fist flared. “It does not matter right now. You must go.” He paused. “…after you are adequately rested and fed. Driders are resilient, but even you can not go forever.”

“Can you just— hang on-”

Danny did not hang on. He ducked through Peter’s confusion like it was water rather than the thick mud it felt like. Snapping the map shut, he glided out of the room, giving Peter no choice but to stumble after him. The hallway seemed longer this time around, with fewer doors open and magic veiling more of them. Were there other people at the base?

As it turned out, the hallway felt different because it was, in fact, a different hallway. It was kind of frustrating to know that he could wander the building and not know the entrance from the kitchen, where they ended up.

Having completely moved past the whole “I know your name, my hands glow, you’re in a secret base” thing pretty quickly, Danny opened a cupboard lined in thick, padded materiel. “It’s really a good thing you came when you did,” he said conversationally, pulling out something that smelled _amazing_. “This would likely have spoiled soon, and I don’t eat meat.”

Peter _grabbed_ it the instant it was offered to him. He hastily unwrapped it from an oily cloth that smelled of smoke and spices and devoured it.

It was like he was eating for the first time.

Before Peter had snuck out, he’d made dinner for Aunt May, the guilt already gnawing at him. Fresh eggs coated in lard had been brought up from the cellar and fried on the stove with peppers, while the rosemary bread May had made a few nights ago was sliced and toasted. It had been delicious, of course (well, the bread had been good. He’d hissed at the omelets), but _this_ … Chicken, smoked and salty, with the sting of basil. It was almost perfect.

Danny regarded him with amusement out of the corner of his eye while he ate a few dry crackers, and Peter realized he was technically being rude. May had raised him better than to eat with his hands. He coughed, trying to slyly wipe his mouth. “Thank you,” he said.

“You’re welcome,” Danny said amicably. “Driders tend to prefer fresh meat, I believe, but it just doesn’t keep as long.” He gestured to the still-open cupboard, and Peter realized there were more bundles of food in it.

Peter ducked his head, blushing, and took a few more pieces of smoked meat. He hesitated over the next one, wondering if he should ask for a fork or something. Well, no point being polite about it now. To try and take Danny’s attention off of him, he threw a question. “Your hands? What… was that?”

Danny shrugged. “Those with strong energy may find new paths open to them,” he said cryptically, and didn’t seem inclined to say anything else on the matter.

“…Okay.”

They sat in relative silence, Peter’s teeth tearing through the meat like it was bread. It was extremely satisfying for reasons Peter couldn’t name. He wondered if he could ask for a piece of paper or something to keep track of a growing list of questions unrelated to his sudden transformation. Not that he would be able to find answers right away—he came here to sort _himself_ out, not fall into a pit of super secret stuff.

At some point, the well of hunger that seemed to have opened up in Peter’s stomach was filled and Danny politely led him to an unused room. He said something about returning for Peter in the morning, but his exhaustion crashed over him at the sight of a hammock strung up from the ceiling, covered in blankets. His awareness focused on the hammock and suddenly he was in it, abdomen supported and legs tucked up. Peter slumped forward in the loose weave, and with a blanket pulled around his shoulders, he _finally_ tumbled into slumber.

His dreams were gentle. It was like he was sick and too warm, yet still bundled up in bed with Uncle Ben’s full, raspy voice reading to him. At some point the voice became Aunt May, the scent of her knitting basket and cough syrup wafting around her like a cloud. Even in his sleep he found he could drift off, hardly noticing when Aunt May became someone else that whispered a rattling song of whimsy to him.

* * *

He woke to… well, nothing really. The room, bare aside from the hammock he was nestled in, wasn’t lit but he could see it just fine. There weren’t any windows, and there were no clocks, but the air smelled almost… still, if it could. How long had he been asleep?

As though someone was listening, the door creaked open, though no one was behind it. Something buttery wafted into the room, and for a second Peter couldn’t tell if he was smelling it or seeing it as sunlight. Doing his best to shake off the rosy haze of sleep, he pulled himself out of the hammock. As much as he’d _love_ to keep sleeping, he actually… wasn’t tired. He didn’t even feel the urge to collapse just to shut his brain off.

It was… nice. He stretched his front legs happily. They weren’t stiff, exactly, but they did feel strangely hard, kind of crackling when he rubbed a hand over them. Whatever, that was something the driders could tell him about, probably.

He stepped into the hall, shut the door behind him, and with a few steps he realized what he’d done. A hallway of near identical doors stared at him.

Shit.

Well, if he started walking he was bound to find something… he might even find the exit and—wait where was the colony again? He rubbed his eyes, the contentment in his bones starting to annoy him. His head was all fuzzy with warm sleep and… he needed to find Danny to thank him, and get the map, and…

“Good morning, Peter Parker.”

Peter craned his neck to see Danny approaching, cupping something smoking in his hands. Danny stopped underneath him, and only then did he realize he was on the ceiling. He pressed a hand to his face self-consciously to cover the rising heat that _had_ to be turning him bright red.

Danny regarded him curiously, the smoky thing in his hands smelling sharp. A half smile on his face, he offered the thing to Peter. “I’m afraid the ceilings weren’t built with your kind in mind. Would you mind coming down so as to preserve the structure of the building?”

Yeah, Peter would love to come down. He took a few steps back and dropped, somehow managing to flip himself over so that his feet hit the floor. That had been a dumb idea, he totally could’ve— cracked his head open or something! Why had he done that?

Unfazed, as seemed to be his norm, Danny waved the smoking thing at Peter. He coughed and backed up. It tasted like fire on his tongue, ashy and crumbly and _gross_ , but it fell into his lungs like knives, scraping against the sides. He choked, waving at the air in a futile attempt to clear it. It smelled _awful_ , making the hair on his arms rise and prickling his eyes. Get it out get it out he couldn’t—

Cautiously, he cracked his eyes open at the feeling of heavy mist. He inhaled; _ohhhhhhh_ it smelled good. Like—something soft. It cleared his lungs—both of them—and dripped off his hair. “What-”

“Just a ritual cleansing,” Danny said serenely. The door to their left was open, revealing a wet room with plants covering every surface and shelf, leaves spilling over the sides of their pots and vines doing their absolute best to climb the massive windows and steal the warm sunlight for themselves.

Something wet puffed in his face again and Peter reared back. Danny was grinning at him, holding a spray bottle in one hand and the no-longer-smoking thing (a lemon, ugh. Had he set it on fire?) in the other.

Peter scrubbed a hand over his face, belatedly realizing he didn’t even have a shirt to wipe himself off with anymore. “Was that necessary?”

“Yes,” Danny said, though his unwavering grin made Peter suspect he was lying. “It is custom to cleanse visitors before they leave. Very important for their chakras.”

That sounded like bullshit, but Peter didn’t know anything about chakras or whatever, so he couldn’t call him on it. He opened his mouth, words cartwheeling across his tongue, begging to be let out and question all sorts of things, but Danny beat him to it.

“Come. We can have breakfast before you leave.”

Danny was much chattier in the light of day, though he often said cryptic things that seemed like something a hermit on a mountain range might say. Or an oracle. Those guys always seemed to say weird stuff in stories.

“The walls of a person are only as good as their heart,” he once said while cracking the shell of a boiled egg. No further comments were made on the subject, and he instead began to discuss the weather.

Eventually Peter managed to get a word in, though his prodding as to the nature of this super secret organization were met with an amused smile and a “One cannot be good at protecting others if they don’t have a shield.”

He was infuriating, and Peter didn’t get any answers out of him. The food was fantastic though, and that more than made up for it. Once he was full, Danny gifted him with a strange bag made of rough leather. Peter’s strained smile must have tipped him off that he wasn’t quite sure what to do with all the buckles and straps, and he helpfully situated it so that it sat around Peter’s waist, where his skin met his… spider skin, and ran under his front two legs. He was pushed out the door before he could say so much as a “thank you,” or perhaps even a “where am I going again?”

Turned out Danny had roughly copied the map down and stuck it in Peter’s bag, along with some kind of letter and a shirt. The shirt was soft, though in the way that meant it was old and nearly threadbare. Perfect. He wasn’t about to accept new clothes. The red fabric was a little big, and he ended up tearing some fabric from the sleeves so that they weren’t longer than his elbows.

After checking the map one more time, Peter set out—back to New York and to the left, towards Queens Colony.

He peeked at the letter, of course, but after seeing it was addressed to him, he figured it would be better to read it when he _didn’t_ have to dedicate his attention to traveling.

**Notes for the Chapter:**

> Alriiiiight, now that febuwhump is over I can post again. I should manage to get the next chapter up before the month is over, but I'm also speed preparing for an audition so then again maybe not. Next chapter is from the pov of the love of my life, and Peter finally reaches the colony! Time to learn (make up) some stuff about drider culture, I guess. Thank you for reading!


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